scholarly journals Legal rules, shareholders and corporate governance. The European shareholder rights’ directive and its impact on corporate governance of Italian listed companies: The telecom S.P.A. case

2015 ◽  
Vol 12 (2) ◽  
pp. 394-398
Author(s):  
Sabrina Bruno
Keyword(s):  
Corporate Governance ◽  
Significant Role ◽  
Ownership Structure ◽  
Financial Statements ◽  
Listed Companies ◽  
Company Law ◽  
Shareholder Rights ◽  
Legal Rules ◽  
European Company Law ◽  
Foreign Institutional Investors

This paper investigates the role that shareholders may play in corporate governance by analysing the European Shareholder Rights’ Directive n. 36/2007/EC and the consequences of its implementation upon general meetings and ownership structure of Italian listed companies. It summarises the rules introduced by the n. 36/2007/EC Directive in European company law aiming at strengthening shareholders’ voice in general meetings on the assumption that this is a prerequisite for sound corporate governance. It then presents data of Italian general meetings from 2010 through 2014 to highlight a rise in attendance and voting in particular by foreign institutional investors especially on certain items (such as directors’ remuneration, election and dismissal, and approval of financial statements). Finally the study presents the Telecom S.p.a. case to show that the new provisions can overturn the ownership structure of Italian companies when there is a de facto control and, at the same time, may play a significant role in improving corporate governance by balancing the power of dominant shareholders

scholarly journals Corporate governance and board of directors in Greek listed companies

2017 ◽  
Vol 13 (2) ◽  
pp. 38-45 ◽  
Author(s):  
Chryssoula Tsene
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Listed Companies ◽  
Company Law ◽  
Board Members ◽  
Executive Directors ◽  
Shareholder Protection ◽  
Key Factor ◽  
Code Of Corporate Governance ◽  
Legal Mechanism

Corporate governance is widely acknowledged as a key factor of market’s efficiency and corporate performance. Greek company law, under the influence of the financial crisis, has responded actively by incorporating in national law EU directives on corporate governance of listed companies and by adopting recently self-regulatory provisions. This regulatory framework contributes essentially to enhance board accountability and transparency, empower shareholder protection and promote financial disclosure. In that regard, two pillars should be illustrated as regards board of directors in listed companies: Greek company law provides traditionally for the establishment of the general duties of loyalty and care of all board members in companies limited by shares, which are furthermore reinforced by the provisions of the Hellenic Code of Corporate Governance for listed companies. Secondly, hard law rules introduce the participation of non-executive and non-executive independent directors as a legal mechanism of confronting agency problems in listed companies. These provisions have been strongly argued as regards the exact content of the obligations of all board members of listed companies to promote the corporate interest and especially as regards the monitoring role of non-executive directors. These conceptions should be followed by empirical researches in order to address a completely legal and functional approach.

Determinants of the Readability and Comprehensibility of Risk Disclosures

2019 ◽  
pp. 216-238
Author(s):  
Jonas da Silva Oliveira ◽  
Graça Maria do Carmo Azevedo ◽  
Augusta da Conceição Santos Ferreira ◽  
Susana Patrícia Henriques Martins ◽  
Cláudia Roberta de Araújo Alves Pinto
Keyword(s):  
Corporate Governance ◽  
Content Analysis ◽  
Impression Management ◽  
Management Strategies ◽  
Financial Statements ◽  
Listed Companies ◽  
Risk Information ◽  
Negative Association ◽  
Risk Disclosures

The chapter intends to determine if managers make use of impression management strategies to hide or obfuscate risk disclosures through the analyses of the risk information disclosed by Portuguese non-financial listed companies. A content analysis of the management reports, notes to the financial statements, and corporate governance reports of companies listed at Euronext Lisbon, in the years 2007, 2010, and 2013 was carried out. Findings indicate that the understandability of the risk information is positively associated with the company's size. Results also indicate that there is a negative association between the readability of risk information disclosed and the company's size and industry.

scholarly journals The board of directors and firm performance: empirical evidence from listed companies

2019 ◽  
Vol 19 (3) ◽  
pp. 508-551 ◽  
Author(s):  
Alessandro Merendino ◽  
Rob Melville
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Agency Theory ◽  
Ownership Structure ◽  
Listed Companies ◽  
Independent Directors ◽  
Board Structure ◽  
Board Size ◽  
Ceo Duality ◽  
Content Type

PurposeThis study aims to reconcile some of the conflicting results in prior studies of the board structure–firm performance relationship and to evaluate the effectiveness and applicability of agency theory in the specific context of Italian corporate governance practice.Design/methodology/approachThis research applies a dynamic generalised method of moments on a sample of Italian listed companies over the period 2003-2015. Proxies for corporate governance mechanisms are the board size, the level of board independence, ownership structure, shareholder agreements and CEO–chairman leadership.FindingsWhile directors elected by minority shareholders are not able to impact performance, independent directors do have a non-linear effect on performance. Board size has a positive effect on firm performance for lower levels of board size. Ownership structure per se and shareholder agreements do not affect firm performance.Research limitations/implicationsThis paper contributes to the literature on agency theory by reconciling some of the conflicting results inherent in the board structure–performance relationship. Firm performance is not necessarily improved by having a high number of independent directors on the board. Ownership structure and composition do not affect firm performance; therefore, greater monitoring provided by concentrated ownership does not necessarily lead to stronger firm performance.Practical implicationsThis paper suggests that Italian corporate governance law should improve the rules and effectiveness of minority directors by analysing whether they are able to impede the main shareholders to expropriate private benefits on the expenses of the minority. The legislator should not impose any restrictive regulations with regard to CEO duality, as the influence of CEO duality on performance may vary with respect to the unique characteristics of each company.Originality/valueThe results enrich the understanding of the applicability of agency theory in listed companies, especially in Italy. Additionally, this paper provides a comprehensive synthesis of research evidence of agency theory studies.

Motivations for Classification Shifting: A Systematic Review

2019 ◽  
Vol 11 (1) ◽  
pp. 29
Author(s):  
Nisreen Mohammed Almaleeh
Keyword(s):  
Systematic Review ◽  
Corporate Governance ◽  
Earnings Management ◽  
Ownership Structure ◽  
Financial Distress ◽  
Financial Statements ◽  
Special Items ◽  
Governance Environment ◽  
Classification Shifting ◽  
Earnings Benchmarks

The purpose of the current paper is to highlight the motivations that may encourage managements of firms to shift core expenses to special items in order to inflate core or operating earnings i.e. to practice classification shifting, which would have an effect on the decisions of financial statements' users. This was done through conducting a systematic review on the available literature about classification shifting. The most obvious findings to emerge from this study is that management may engage in classification shifting for the reason that it is less costly than other earnings management methods, the firm being in current or potential state of financial distress, the desire of the management of the firm to meet or beat earnings benchmarks, the ownership structure of the firm having some characteristics that encourage management to engage in such a practice, the firm performing in a weak corporate governance environment, or due to the fact that classification shifting is tough to be detected by external monitors compared to other earnings management methods.

scholarly journals Institutional investors and cost of capital: The moderating effect of ownership structure

PLoS ONE ◽  
2021 ◽  
Vol 16 (4) ◽  
pp. e0249963
Author(s):  
Xiaoping Huo ◽  
Hongying Lin ◽  
Yanan Meng ◽  
Peter Woods
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Capital Market ◽  
Institutional Investors ◽  
Cost Of Capital ◽  
Listed Companies ◽  
Moderating Effect ◽  
Theory And Practice ◽  
The Cost ◽  
The Relationship

Guiding institutional investors to actively participate in corporate governance is a hot issue to improve the internal governance of China’s listed companies. This study seeks to provide a comprehensive understanding of the mechanism that underlies the governance effects of the heterogeneity of institutional investors on the cost of capital, and the influence of ownership structure on the relationship between them. Using an unbalanced panel data on A-share listed companies of Shanghai and Shenzhen in China’s capital market during the 2014–2019 period, this study reveals how institutional investors with longer holding period and higher shareholding ratio are negatively associated with the cost of capital in China’s capital market. Furthermore, this study successfully confirms the moderating effect of ownership structure in the relationship between institutional investors and the cost of capital. China’s state-owned enterprises are more likely to introduce improvements at the corporate governance level, and ownership concentration weakens the negative influence of institutional investors on the cost of capital. The research contributes to a deeper understanding of the impacts of institutional investor’s heterogeneity and ownership structure on the cost of capital in China. In the process, the study yields useful implications for the theory and practice of corporate governance.

Comparative Company Law

2019 ◽  
pp. 1136-1167 ◽  
Author(s):  
Klaus J. Hopt
Keyword(s):  
Corporate Governance ◽  
19Th Century ◽  
Capital Market ◽  
Self Regulation ◽  
Company Law ◽  
Future Research ◽  
International Code ◽  
European Company Law ◽  
The 19Th Century ◽  
Economic Considerations

Comparative company law starts with the rise of the modern company in the first half of the 19th century. Ever since the need for looking across the border was felt by legislators, lawyers, academics, judges and regulators. Most recently there has been a renewed interest in comparative company law, partly because of the emergence of European company law and partly because the corporate governance movement has sharpened the sense of competition with other countries. Comparative company law follows the close relations of company, capital market and banking law that exist today, in particular after the financial crisis. Comparative company law must also take notice of company self-regulation and the international code movement and is more and more influenced by economic considerations. The chapter concludes with perspectives for future research.

Does corporate governance matter in determining CEO compensation in the publicly listed companies in New Zealand? An empirical investigation

2015 ◽  
Vol 41 (3) ◽  
pp. 301-327 ◽  
Author(s):  
Krishna Reddy ◽  
Sazali Abidin ◽  
Linjuan You
Keyword(s):  
Corporate Governance ◽  
New Zealand ◽  
Ownership Structure ◽  
Ceo Compensation ◽  
Listed Companies ◽  
Board Structure ◽  
Company Performance ◽  
Content Type ◽  
The Usa ◽  
The Uk

Purpose – The purpose of this paper is to investigate the relationship between Chief Executive Officers’ (CEOs) compensation and corporate governance practices of publicly listed companies in New Zealand for the period 2005-2010. Design/methodology/approach – Prior literature argues that corporate governance systems and structures are heterogeneous, that is, corporate governance mechanisms that are important tend to be specific to a country and its institutional structures. The two corporate governance mechanisms most important for monitoring CEO compensation are ownership structure and board structure. The authors use a generalised least squares regression estimation technique to examine the effect ownership structure and board structure has on CEO compensation, and examine whether ownership structure, board structure, CEO and director compensation have an effect on company performance. Findings – After controlling for size, performance, industry and year effects, the authors report that internal features rather than external features of corporate governance practices influence CEO compensation. Companies that have their CEO on the board pay them more than those who do not sit on the board, suggesting CEOs on boards have power to influence board decisions and therefore boards become less effective in monitoring CEO compensation in the New Zealand context. Companies that pay their directors more tend to reward their CEOs more as well, thus supporting the managerial entrenchment hypothesis. Research limitations/implications – The results confirm the findings reported in prior studies that institutional investors are ineffective in monitoring managerial decisions and their focus is on decisions that benefit them on a short-term basis. Practical implications – The findings indicate that although the proportion of independent directors on boards does not significantly influence CEO compensation, it does indicate that outside directors are passive and are no more effective than insiders when it comes to the oversight and supervision of CEO compensation. Originality/value – Being a small and open financial market with many small- and medium-sized listed companies, New Zealand differs from large economies such as the UK and the USA in the sense that CEOs in New Zealand tend to be closely connected to each other. As such, the relationship between pay-performance for New Zealand is found to be different from those reported for the UK and the USA. In New Zealand, the proportion of institutional and/or block shareholders is positively associated with CEO compensation and negatively associated with company performance, suggesting that it is not an effective mechanism for monitoring CEO compensation.

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